Inter have Samuel Eto'o back in the side, but field numerous youngsters and their third choice goalkeeper against Werder Bremen.
The Nerazzurri are already sure of qualification along with Tottenham, but tonight's results will decide if they go through in top spot.
Eto'o is suspended in Serie A, but available for the Champions League, which is fortunate as there are few other options.
Diego Milito, Wesley Sneijder and Lucio have been left behind, while Dejan Stankovic, Julio Cesar, Walter Samuel, Coutinho, Joel Obi, Douglas Maicon and Cristian Chivu are injured.
Luca Castellazzi is also rested in favour of third choice goalkeeper Pierluigi Orlandoni.
The rest of the side is far younger with the likes of Davide Santon in an advanced role, Obiora Nwankwo and Cristiano Biraghi given a chance.
Werder Bremen were crushed 4-0 at San Siro and face this game without Tim Borowski, Sebastien Boenisch, Naldo and Christian Vander.
Daniel Jensen, Claudio Pizarro and former Inter man Mikael Silvestre are on the bench, but ex-Nerazzurri striker Marko Arnautovic has recovered to start.
Werder Bremen: Wiese; Schmidt, Mertesacker, Prodl, Pasanen; Marin, Fritz, Frings, Hunt; Hugo Almeida, Arnautovic
Werder Bremen bench: Mielitz, Silvestre, Kroos, Wagner, Jensen, Pizarro, Bargfrede
Inter: Orlandoni; Zanetti, Cordoba, Materazzi, Biraghi; Nwankwo, Muntari; Santon, Thiago Motta, Pandev; Eto'o
Inter bench: Castellazzi, Mariga, Cambiasso, Crisetig, Dall'Agnello, Natalino, Biabiany